Common use of Covered Transaction Clause in Contracts

Covered Transaction. (i) If a Covered Transaction occurs before the Stock Option is fully vested in accordance with the vesting schedule set out in Section 3(a) above, the Stock Option shall be treated as described in this Section 3(b). Notwithstanding anything to the contrary, the Administrator may take such other actions with respect to the Stock Option (including in respect of vesting) as it deems appropriate pursuant to the Plan. (ii) [For executive officers as determined by the Administrator (“Officers”): In the event of a Covered Transaction before the Stock Option is fully vested and exercisable in accordance with the vesting schedule set out in Section 3(a) above and provided the Optionee has remained in continuous Employment from the Date of Grant through the date of the Covered Transaction, if either (i) the Optionee has remained in continuous Employment for at least two years immediately prior to the date of the Covered Transaction or (ii) the Stock Option is not assumed, substituted or otherwise continued following the Covered Transaction, then the Stock Option shall become fully vested and exercisable immediately prior to the Covered Transaction. However, if (A) the Optionee has not been in continuous Employment for at least two years immediately prior to the date of the Covered Transaction, (B) there is an acquiring or surviving entity as a result of the Covered Transaction and the Stock Option is assumed or substituted by the acquiror or surviving corporation (or an affiliate of the acquiror or surviving corporation) or otherwise continues following the Covered Transaction, and (C) the Optionee is not a party to an Applicable Agreement providing otherwise, then the Stock Option will vest and become exercisable on the earliest to occur of (x) the applicable vesting date pursuant to the vesting schedule set forth in Section 3(a) above, or (y) the date the Optionee incurs a CIC Termination, in each case, subject to the Optionee’s continuous Employment through such date.]

Covered Transaction. (i) If a Covered Transaction occurs before the Stock Option is fully vested Award vests in accordance with the vesting schedule terms set out forth in Section 3(aSections 3(a)or 3(b) above, the Stock Option Award shall be treated as described in this Section 3(b3(c). Notwithstanding anything to the contrary, the Administrator may take such other actions with respect to the Stock Option Award (including in respect of vesting) as it deems appropriate pursuant to the Plan. (ii) [For executive officers as determined by the Administrator (“Officers”): In Provided the event of a Covered Transaction before the Stock Option is fully vested and exercisable in accordance with the vesting schedule set out in Section 3(a) above and provided the Optionee Grantee has remained in continuous Employment from the Grant Date of Grant through the date of the Covered Transaction, if either (i) the Optionee Grantee has remained in continuous Employment for at least two years immediately prior to the date of the Covered Transaction or (ii) the Restricted Stock Option is Units are not assumed, substituted or otherwise continued following the Covered Transaction, then the Stock Option Award shall become fully vested and exercisable immediately prior to the Covered Transaction. However, if (A) the Optionee Grantee has not been remained in continuous Employment for at least two years immediately prior to the date of the Covered Transaction, (B) there is an acquiring or surviving entity as a result of the Covered Transaction and the Restricted Stock Option is Units are assumed or substituted by the acquiror or surviving corporation (or an affiliate of the acquiror or surviving corporation) or otherwise continues following the Covered Transaction, and (C) the Optionee Grantee is not a party to an Applicable Agreement providing otherwise, then the Restricted Stock Option Units will vest and become exercisable on the earliest to occur of (x) the applicable vesting date pursuant to the vesting schedule set forth in Section 3(a) or 3(b) above, or (y) the date the Optionee Grantee incurs a CIC Termination, in each case, subject to the OptioneeGrantee’s continuous Employment through such date.]

Covered Transaction. (i) If a Covered Transaction occurs before the Stock Option is fully vested Award vests in accordance with the vesting schedule terms set out forth in Section Sections 3(a) or 3(b) above, the Stock Option Award shall be treated as described in this Section 3(b3(c). Notwithstanding anything to the contrary, the Administrator may take such other actions with respect to the Stock Option Award (including in respect of vesting) as it deems appropriate pursuant to the Plan. (ii) [For executive officers as determined by the Administrator (“Officers”): In Provided the event of a Covered Transaction before the Stock Option is fully vested and exercisable in accordance with the vesting schedule set out in Section 3(a) above and provided the Optionee Grantee has remained in continuous Employment from the Grant Date of Grant through the date of the Covered Transaction, if either (i) the Optionee Grantee has remained in continuous Employment for at least two years immediately prior to the date of the Covered Transaction or (ii) the Restricted Stock Option is Units are not assumed, substituted or otherwise continued following the Covered Transaction, then the Stock Option Award shall become fully vested and exercisable immediately prior to the Covered Transaction. However, if (A) the Optionee Grantee has not been remained in continuous Employment for at least two years immediately prior to the date of the Covered Transaction, (B) there is an acquiring or surviving entity as a result of the Covered Transaction and the Restricted Stock Option is Units are assumed or substituted by the acquiror or surviving corporation (or an affiliate of the acquiror or surviving corporation) or otherwise continues following the Covered Transaction, and (C) the Optionee Grantee is not a party to an Applicable Agreement providing otherwise, then the Restricted Stock Option Units will vest and become exercisable on the earliest to occur of (x) the applicable vesting date pursuant to the vesting schedule set forth in Section 3(a) or 3(b) above, or (y) the date the Optionee Grantee incurs a CIC Termination, in each case, subject to the OptioneeGrantee’s continuous Employment through such date.]